By Susan Ning, Ziqing Zheng and Rui Li

On August 13, 2013, China’s Ministry of Commerce (MOFCOM) announced on its website that it has conditionally approved the $4 billion acquisition of Swedish medical technology company Gambro AB by Baxter International.

Baxter is a US-based healthcare company, which develops, manufactures and markets products used in the treatment of patients suffering from hemophilia, immune disorders, infectious diseases, kidney disease, trauma, and other acute medical conditions.
Continue Reading MOFCOM Conditionally Cleared Baxter’s $4 Billion Acquisition of Gambro

By Dina Yin King & Wood Mallesons’ Mergers & Acquisitions Group

Although MOFCOM approval is no longer required for a Sino-foreign petroleum contract(1), the State Council has decided that the Chinese party must still “report and deliver information about the signed petroleum contract” to MOFCOM.

The relevant State Council Decision(2), which was made on July 18, 2013 and became publicly available on July 26, 2013, amends the regulations(3) relating to the exploitation of onshore and offshore petroleum resources in China. The relevant amendments are set out in paragraphs (a) and (b) below.
Continue Reading “Information about Petroleum Contracts” to be submitted to MOFCOM

By Dina Yin King & Wood Mallesons’ Mergers & Acquisitions Group

Last week on May 15, 2013, China’s State Council published a decision to further eliminate certain administrative examination and approval items《国务院关于取消和下放一批行政审批项目等事项的决定》(国发(2013)19号) (the “Decision”). According to the Decision, certain items (including projects, activities, organizations and other similar matters) which previously required central government approval now no longer require such approval.
Continue Reading MOFCOM Approval on Sino-Foreign Petroleum Contracts No Longer Required

By Susan Ning, Pulcheria Chung, Kailun Ji and Hazel Yin

To increase clarity and transparency on the merger remedy regime under the Anti-Monopoly Law (“AML“), China’s Ministry of Commerce (“MOFCOM“) published the draft Rules Regarding Imposition of Restrictive Conditions on Concentrations of Undertakings (the “Draft Rules“) on 27 March 2013 for public comments. 

Under the AML, MOFCOM may attach restrictive conditions to reduce the negative impact a concentration of business operators will bring on competition in the relevant market.  On 5 July 2010, MOFCOM published the Provisional Rules on Divestiture of Assets or Business to Implement Concentrations of Undertakings (the “Divestiture Rules“) which was the first set of rules specifically dealing with divestiture remedies.  The Draft Rules are intended to cover not only divestiture, but also conduct remedies and will replace the Divestiture Rules once adopted.
Continue Reading Path towards A More Streamlined Merger Control System – MOFCOM Publishes Draft Rules on Merger Remedies

By Susan Ning, Hazel Yin and Yunlong Zhang

The year 2012 marks the fifth year of the enactment and implementation of China’s Anti-Monopoly Law (“AML”).  Over the past year, we have witnessed substantial progress of the merger control regime and antitrust administrative investigations, in particular in the area of cartel investigations.  With the promulgation of judicial interpretation of the Supreme People’s Court, antitrust civil litigations are also picking up.  As the Year of Dragon is coming to an end, we present this article with an overview of how the AML has been implemented in the past year, together with our observations.  

I. Merger Control

The Ministry of Commerce (“MOFCOM”), the authority in charge of merger control review, maintained a similar caseload in 2012 compared to 2011 and has been gradually establishing its international reputation as one of the most important antitrust authorities.  
Continue Reading The Anti-Monopoly Law of China: What We Have Seen in 2012?

By Mark Schaub, Sun Liang, Wang Ni and Melanie Stoeckert  King and Wood Mallesons’ Corporate  Group

On 17 December 2012 the Chinese Ministry of Commerce (“MOFCOM”) promulgated the Guiding Opinions on Promoting Brand Consumption in China (the “Opinions”). The Opinions are not particularly interesting for what they do but for what they signal as to MOFCOM’s attitude towards brands, and in particular the importance placed upon the building and developing of Chinese brands.

The main concepts embodied in the Opinions are as follows:

Brands Matter

It is clear on a number of fronts, that the Chinese authorities are not content with China being relegated to producing for foreign brand owners or for producing no-name brand products.
Continue Reading Go Forth and Build Brands in China

By Susan Ning, Ji Kailun and Hazel Yin 

On December 6th, 2012, the Ministry of Commerce (“MOFCOM“) cleared the proposed establishment of a joint venture (“JV“) by ARM Holdings plc (“ARM“), a UK semiconductor intellectual property (“IP“) supplier, Giesecke & Devrient GmbH (“G&D“) and Gemalto NV (“Gemalto“), both providers of security solutions, with behavioral conditions.  This marks the third conditional clearance of JVs issued by MOFCOM.  The JV will be engaged in providing security solutions named trusted execution environments (“TEE“) for consumer electronic devices. 

Continue Reading MOFCOM cleared Joint Venture between ARM, Giesecke & Devrient and Gemalto with Conditions

By Susan Ning, Kate Peng and Yunlong Zhang

 

On December 4th and 5th, 2012, the first China Competition Policy Forum (the “Forum“) was held in China University of  Political Science and Law.  The Forum was sponsored by the expert advisory group of the Anti-monopoly Commission of the State Council.   The Directors-General of the three enforcers under the Anti-Monopoly Law (the “AML“), i.e. the Ministry of Commerce (“MOFCOM“), the National Development and Reform Commission (“NDRC“) and the State Administration for Industry and Commerce (“SAIC“) attended the Forum and introduced the latest development of their AML enforcement activities.1

According to Director-General Shang Ming (尚明) of the Anti-Monopoly Bureau of MOFCOM, up to September 30, 2012, a total of 622 merger notification filings were received by MOFCOM, among which 562 were accepted and 510 were closed.  Amongst the cases having been closed, only 1 case was rejected (i.e., Coca Cola’s acquisition of Hui Yuan) and 15 cases were cleared with conditions.   Mr. Shang mentioned the publication of 458 unconditionally approved cases in November this year2,    and indicated that MOFCOM would regularly summarize and release the unconditionally cleared cases in the future.

 
Continue Reading Heads of the Three Antitrust Enforcement Agencies Attended the First China Competition Policy Forum

By Susan Ning and Hazel Yin

On November 16, 2012, the Ministry of Commerce (“MOFCOM“) released the latest data of unconditionally approved notifications of concentrations, including the total number and the list of all transactions with the name of each transaction and the undertakings concerned. According to an earlier piece of press release, MOFCOM will disclose information of unconditionally cleared cases on a quarterly basis1.

From August 1, 2008 when the Anti-monopoly Law (“AML”) became effective to September 30, 2012, MOFCOM cleared 474 cases, of which 458 cases were cleared unconditionally2.
Continue Reading China’s Ministry of Commerce Released List of Unconditionally Approved Notifications of Concentrations

By Susan Ning and Hazel Yin

August 1, 2012 marks the fourth anniversary of China’s Anti-Monopoly Law (“AML”). 1 With only 57 articles, the AML introduces a series of new regimes governing not only transactions but also day-to-day operations of domestic and foreign companies.  This article presents an overview of how the AML has been implemented so far, with particular focus on the latest development, and where it may go in the near future.   

Merger Control

The Ministry of Commerce (“MOFCOM”) is responsible for reviewing concentration of undertakings that trigger a certain turnover thresholds. 
Continue Reading China’s Anti-Monopoly Law: Retrospect and Prospect on the Fourth Anniversary